Minnesota Corporation or LLC formed
by Attorney Richard P. Clem
Only $235: Including State Fee
I am an attorney in the Twin Cities, and I can incorporate your Minnesota business for a
very reasonable price. Your total cost (including the state filing fee) is $235. I've been in private practice for almost twenty-five years, and I see the need for a
low-cost alternative for new businesses, but one which preserves the protections of the
There are companies on the internet that will provide this service for a slightly lower
cost. But as you shop around, be sure to look closely for hidden fees. Someone needs to pay
the filing fee of $135 to the State of Minnesota. If someone quotes a price lower than that,
you can be almost certain that the total cost will be higher, unless that company is losing
money and paying the fee out of its own pocket, which is very unlikely!
My fee, in the vast majority of cases, is $100, plus the state filing fee of $135.
Some companies can undoubtedly beat my price by a few dollars. But if you have questions
or problems, I am a local attorney, and you can call me and talk to me immediately. I am
working for you as your attorney, and all of the protections of the attorney-client
Sources of Information for New Minnesota Businesses
If you are already in the market for an attorney for incorporating your Minnesota business, then please keep reading, because I believe I can offer you a very economical solution. If you are still doing research, but are not yet ready to incorporate your business, I recommend the following materials to help you:
The Minnesota Department of Employment and Economic Development has an excellent e-book,
A Guide to Starting a Business in Minnesota, which will answer many of your questions about the laws affecting new businesses in the state. This and other excellent guides are available on the
Positively Minnesota website. Additional information is available at the
Minnesota Secretary of State website. Finally, relevant portions of the Minnesota Statutes are linked below.
There are some cases in which you should not use my low-cost services, nor
should you use the low-cost services of an out-of-state company. Since I am your attorney, I have an ethical obligation to tell you
if your case is more complex than the typical case. If that applies to you, I will tell you
so. If so, I will probably recommend that you talk to your own family attorney. An out-of-state company has no obligation to do this, and probably won't.
But the vast majority of cases are uncomplicated, and I can almost always get your company
formed for only $235. For this price, I can form a Minnesota business corporation (either a
"C-Corp" or an "S-Corp") or a Minnesota Limited Liability Company.
The Types of Minnesota Business Entities
Methods of Incorporating Minnesota Businesses
While there are also more specialized cases, the vast majority of new Minnesota businesses are organized in one of three ways: The C-Corp, the S-Corp, and the LLC. Here are some of the features of each:
- A C-Corp is a traditional corporation. Most large companies are "C-Corporations".
The letter "C" refers to the subchapter of the Internal Revenue Code under which they are
taxed. A "C Corporation" files both a State and Federal tax return (federal form 1120 and
state form M-4). It pays both state and federal income taxes, and must report any dividends
paid to its owners. The federal income tax rate is between 15% and 38%, and applies to all
of the corporation's taxable income. The owners (the stockholders) pay taxes on dividends
that are paid, as well as on any salaries or other income that are paid to the
A C-Corporation is formed under
Chapter 302A of the
Minnesota Statutes, and those statutes govern its operations. My fee covers forming the
corporation by drafting the "Articles of Incorporation" and filing them with the Minnesota
Secretary of State. My fee also includes preparation of the basic set of corporate documents
needed to begin operation of the business. This includes a set of bylaws and the "minutes"
of the first meeting of your board of directors. (In most cases involving small businesses,
the corporation elects not to have formal meetings. In that case, instead of "minutes", I
will prepare the "action of board of directors in writing in lieu of first meeting.") I will
also prepare stock certificates showing the ownership of the company. (Often, this will be
just one person, but may also include family members or partners who will share ownership of
the business.) These stock certificates won't be fancy. They will be printed on plain
paper, but they will be completely adequate for most small businesses. If your business is
going to have outside investors, then these certificates probably aren't adequate. But if
that's the case, you should probably have a more formal consultation with your attorney
- An S-Corp is the type of entity used by smaller companies. When I first began
practicing law, all of the corporations I formed were "S Corporations". In recent years, the
LLC (discussed below) has become the most popular. The process for forming an S-Corporation
is almost identical to the process for a C-Corporation. C-Corporations are also governed by
Chapter 302A of the
Minnesota Statutes. The difference is that immediately after it is formed, the corporation
and its owners file IRS form 2553. After that form is accepted by the IRS, the tax situation
is quite different, because it is governed by Subchapter S of the Internal Revenue Code,
rather than Subchapter C. Essentially, the IRS ignores the new corporation, and the
corporation pays no income taxes. The S-Corporation is required to file an annual tax return
(federal form 1120S and Minnesota form M8). This information is also reported on the owners'
tax return(s), and the owner(s) pay tax on the income, as if it were their own personal
In the case of an S-Corp, my fee includes drafting the Articles of Incorporation, filing them
with the State of Minnesota, and preparing the same documents I would provide in the case of
a C-Corporation. In addition, I would draft IRS form 2553, which you would need to file with
the IRS after the company is formed.
- A Limited Liability Company (LLC) is the most common form of business entity in
recent years. The process for forming an LLC in Minnesota is similar to the procedure for an S-Corp, but it does not require the use of IRS form
2553. Instead, the election is essentially automatic: For tax purposes, the LLC is
essentially ignored by the IRS. The LLC does not pay income taxes. Instead, the income is
deemed to be that of the individual owner(s), and the owner(s) need to report the income on
their own tax returns.
Limited Liability Companies are governed by Chapter 322B of the Minnesota
Statutes. The process of forming the LLC is almost identical, but the documents have
different names. Instead of "Articles of Incorporation", they are called "Articles of
Organization". Instead of having "bylaws", an LLC will have an "operating agreement". And
instead of a board of directors, the company will have a "board of governors". As with the
other types of entities, my fee includes all of these documents.
What my fee includes
My fee of $100 includes:
- the initial consultation, and any additional consultation for questions you might have.
Generally, we can take care of this by phone, e-mail, and or mail, but I'm also happy to meet
with you in person.
- drafting the required documents as shown above.
- if you desire, drafting IRS form SS-4, to apply for an Employer Identification Number for
- filing the documents with the Minnesota Secretary of State.
- sending the original documents to you.
My fee does not include the following:
- Services in complex cases. If I'm not able to handle your case for $100, I will let you
know before I begin. In most cases, I'll recommend you talk to a local attorney, or you
might wish to retain me at a higher fee. But in the vast majority of small business
incorporations, I can handle everything for $100.
- The state filing fee of $135. It's normally easiest for you to send me two checks: One
for my services, and another one payable to the state. If you would prefer to pay by credit
card, you will pay me a total fee of $235, and I will pay this fee as one of my expenses.
- State fee of $20 for same-day service. Normally, the Secretary of State's office will
process documents within about two weeks. If you do need faster service, I can hand deliver
the documents at no additional charge. However, the State charges an extra $20 for same-day
- A "deluxe corporate kit". When you receive your corporate documents, you should keep
them in a safe place, and the easiest way to do this is to place them in a three-ring binder.
If you wish, you can spend a large amount of money for a genuine leather notebook. But the
genuine leather isn't a legal requirement, and there's no reason to pay an attorney to buy a
nice three-ring binder that you'll rarely look at. The 99 cent notebook from Target or
WalMart will perform the task just as well, and that's where I recommend you buy yours.
- A corporate seal. As with the expensive three-ring binder, some attorneys will supply
you with an embossed seal to attach to corporate documents. While these seals are certainly
impressive, they are not required in Minnesota. In fact, they haven't been required in
Minnesota for many years. There's really no need to buy one, and there's certainly no need
to pay an attorney to purchase your office supplies. If you need one in the future (some
banks might require one to open an account, but most of them do not), you can simply buy one
when the time comes. You can find them on
for about $29.95, or your local office supply store will be able to order one for you. (Full
disclosure: If you click on the Amazon link and purchase from them, I will receive a small
commission for referring you.)
- Service as a "registered agent". In order to incorporate in Minnesota, you need a
physical address (not a P.O. Box) in Minnesota. If you are operating a home business, your
home address is perfectly acceptable. If you do not have a physical address in Minnesota,
then you need to obtain a "registered agent" in the state. This can be anyone in the state,
as long as they agree to notify you immediately if they receive any official notices about
your company. If you are located outside the state and need a registered agent, I am
generally available to perform this service, at a reasonable price.
If you would like me to incorporate your business, please contact me. Since you will be
forming an attorney-client relationship, I need to discuss the matter with you before I
proceed. There's always the possibility that taking your matter would result in a conflict
of interest, and I need to screen for that slight possibility. That's why this page doesn't simply have a "buy now" button. But assuming there is no conflict of interest, I
can generally get to work the same day, and your corporation will be formed within about two
weeks. As noted above, if you need faster service, that is also available. You can call me
at 612-378-7751, or e-mail me at
Before I begin, I will need the following information from you:
- Which type of business (C-corp, S-corp, or LLC) you wish to form. If you're not sure,
give me a call and we can discuss which would work best for your business.
- The name and address of the owner(s) of the company, and what percentage each one owns.
- The name and address of the incorporator(s) of the business. Generally, this will be one
of the owners, and this person will need a physical address (not a PO Box) in Minnesota.
- The name and address of the officer(s) of the business. This will generally be a
president (or manager in the case of an LLC), a secretary, and a treasurer. It is
permissible for one person to serve all three functions.
- The name and address of the company's registered agent and registered office. This will
generally be the street address where the company is located. If it is a home-based business
and/or a P.O. Box address, you will need to provide the home address or some other physical
address of this person. Official notices will be sent to this address.
- The name and address of the members of the Board of Directors (or Board of Governors of
an LLC). Generally, this will be the same names as the officers and/or owners. It is
permissible for this to be one person, even though it is a "board".
- If you expect to have employees in the next 12 months, how many. This information is
needed for the Employer Identification Number application.
- The company's principal business activity, principal product, and principal raw material
used (if any). This information is needed for the Employer Identification Number
application. This can be a very general description, such as "web design", "grocery store",
Again, please contact me if you have any questions. You are retaining an attorney to
represent you in a very important matter, and you have the right to have your questions
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Copyright 2010-2012, Richard P. Clem.
Attorney Richard P. Clem is responsible for the
content of this page.
Richard P. Clem, Attorney
PO Box 14957
Minneapolis, MN 55414
Minnesota Attorney Registration Number 0192648